Attached files

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________________________________

FORM 8K


CURRENT REPORT



Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report:   February 5, 2012
(Date of earliest event reported)

______________________________________________


GLOBAL AVIATION HOLDINGS INC.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)


000-5260520 (Commission File No.)
4222196

(I.R.S. Employer Identification No.)


101 World Drive
Peachtree City, Georgia 30269

(Address of principal executive offices)


(Zip Code)


Registrant's telephone number, including area code):  (770) 632-8000




Item 1.03    Bankruptcy or Receivership.

On February 5, 2012, Global Aviation Holdings Inc. (the "Company") the parent
company of World Airways, Inc., North American Airlines, Inc. and other U.S.
subsidiaries announced that it had commenced a financial restructuring through
the voluntary filing of petitions to reorganize under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the Eastern
District of New York (the "Bankruptcy Court"). The Company continues to operate
its business as debtor-in-possession under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the Bankruptcy Code
and orders of the Bankruptcy Court.

During the restructuring, the Company will continue to operate as normal,
without interruption, which includes its operations for the Air Mobility
Command and its commercial customers.

On February 5, 2012, the Company issued a press release with respect to the
foregoing events.  A copy of the press release is being filed as Exhibit 99.1
to this report and is incorporated by reference into this Item 1.03.

Item 2.04    Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The filing of the bankruptcy petitions described in Item 1.03 above
constituted an event of default under certain indentures pursuant to which
the Company has issued outstanding notes and a loan with an aggregate
principal amount outstanding as of December 31, 2011 of approximately $244
million. The occurrence of an event of default under these indentures gives
rise to acceleration rights thereunder. The Company's bankruptcy filing also
triggers an event of default that gives rise to acceleration rights under
certain other financing arrangements to which the Company or a subsidiary of
the Company is a party. The ability of creditors of the Company to seek
remedies to enforce their rights against the Company under the debt
instruments and other agreements described above, including the
above-referenced indentures, is automatically stayed as a result of the
filing of the reorganization cases, and the creditors' rights of enforcement
are subject to the applicable provisions of the Bankruptcy Code.

Item 5.02(b)    Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers

By letter dated February 1, 2012, Larry Teitelbaum resigned as a member of the
Global Aviation Holdings Inc. Board of Directors.  Larry Teitelbaum did not
cite any disagreement on any matter relating to the Company's operations,
policies or practices.

By letter dated February 2, 2012, David Matlin resigned as a member of the
Global Aviation Holdings Inc. Board of Directors.  David Matlin did not cite
any disagreement on any matter relating to the Company's operations, policies
or practices.

By letter dated February 2, 2012, Peter Schoels resigned as a member of the
Global Aviation Holdings Inc. Board of Directors.  Peter Schoels did not cite
any disagreement on any matter relating to the Company's operations, policies
or practices.

Item 9.01    Financial Statements and Exhibits

Exhibit No. 99.1
Description:  Press Release dated February 5, 2012





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





GLOBAL AVIATION HOLDINGS INC.
(Registrant)





Date:  February 6, 2012


By:
/s/ Brian S. Gillman




Brian S. Gillman
Sr.Vice President, General Counsel
& Corporate Secretary




INDEX TO EXHIBITS

Exhibit Number

99.1
Description:

Press Release issued by Global Aviation Holdings Inc.
dated February 5, 2012.


1


4