UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

~~SEPTEMBER 28~~November 22, 2005

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

Commission File No. 1-11775

TIMCO AVIATION SERVICES, INC.

(Exact Name Of Registrant As Specified In Its Charter)

Delaware		65-0665658
(State Or Other Jurisdiction Of		(IRS Employer
(State Or Other Jurisdiction Of Incorporation Or Organization)		(IRS Employer Identification No.)
Incorporation Or Organization)		Identification No.)

623 Radar Road
Greensboro, North Carolina 27410
(Address Of Principal Executive Offices)

(336) 668-4410 (x8010)

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 13.0102. ~~Entry~~Unregistered ~~into~~Sales aof ~~Material~~Equity ~~Definitive Agreement~~Securities.

~~Effective~~See ~~October 1,~~the ~~2005,~~description ~~James~~in HItem 8.01 ~~Tate~~of ~~has~~this ~~been~~Form ~~appointed~~8-K ~~to serve as the Company’s Executive Vice President, Chief Administrative Officer and Chief Financial Officer~~below.

~~In connection with his joining the Company as an executive officer, Mr.~~Item ~~Tate has entered into an employment agreement with the Company~~8. ~~Under that agreement, Mr~~01. ~~Tate~~ ~~will~~Other ~~receive a salary of $340,000 per annum~~Events. ~~He will also have an opportunity to earn a bonus equal to 100% of his base~~ ~~compensation based on performance. The employment agreement terminates on December 31, 2007, and is subject to one-year renewals thereafter.~~

~~Mr.~~On November ~~Tate~~22, ~~has~~2005, ~~served on~~ the Company’s ~~Board~~previously announced one-new-share-for 40-old shares reverse split of ~~Directors~~its ~~since~~outstanding ~~November 2004.~~common Instock ~~connection~~became ~~with~~effective. ~~his joining~~Based on the 479,619,301 shares of the Company’s ~~senior~~common ~~management,~~stock ~~effective~~outstanding ~~October 1,~~immediately ~~2005,~~prior ~~Mr. Tate~~to ~~has~~the ~~resigned~~effectiveness ~~from~~of the reverse split, the Company’s ~~Board~~had 11,990,483 shares of ~~Directors~~its common stock outstanding after the effectiveness of the reverse split.

~~The~~On ~~above~~November 22, is2005, athe ~~summary~~Company ofclosed ~~Mr. Tate’s~~its ~~employment~~previously ~~agreement~~announced ~~with~~rights offering (the ~~Company~~“Rights Offering”), ~~and~~which iswas ~~qualified~~conducted inpursuant ~~its entirety~~to bythe ~~Mr. Tate~~terms of the Company’s ~~employment~~Registration ~~agreement~~Statement ~~with~~on Form ~~the~~S-1 ~~Company~~(file no. 333-126979), aand ~~copy~~all ofamendments thereto, including the prospectus which is ~~attached~~a part ~~hereto~~thereof ~~as Exhibit~~dated October ~~10.1~~21, ~~and~~2005 is(collectively, ~~hereby~~the ~~incorporated~~“Registration ~~by reference~~Statement”). ~~Further~~In the Rights Offering, athe ~~copy~~Company was selling shares of ~~the~~its ~~press~~authorized ~~release~~but unissued post-reverse split common ~~announcing~~stock ~~that~~to ~~Mr. Tate~~its ~~has~~stockholders ~~joined~~of ~~the~~record ~~Company’s~~on ~~senior~~October 19, ~~management~~2005 isfor ~~attached~~a ~~hereto~~subscription asprice ~~Exhibit~~of $4.80 per 99share.1 ~~and~~In isthe ~~hereby~~Rights ~~incorporated~~Offering, bythe ~~reference.~~Company received and accepted the following subscriptions:

On September 28, 2005, the Company entered into amendments to its credit facility agreements with CIT Credit Group (“CIT”) and Monroe Capital Advisors LLC (“Monroe”). The amendments modify the financial covenants that the Company is obligated to meet at September 30, 2005 and in future periods. Copies of the amendments to the CIT and Monroe Capital agreements are attached hereto as Exhibits 10.2 and 10.3, respectively, and are hereby incorporated by reference.

	1.		cash subscriptions to purchase 5,491,190 post-reverse split shares of the Company’s common stock for an aggregate cash purchase price of $26,357,712; and

	2.		a subscription from LJH Ltd. (“LJH”), an entity controlled by Lacy Harber, the Company’s principal stockholder, to purchase 3,959,837 post-reverse split shares of the Company’s common stock for an aggregate purchase price of $19,007,218 using the proceeds of a loan due from the Company to LJH.

~~Item 5.02~~At ~~Departure~~the closing of ~~Directors~~the orRights ~~Principal~~Offering, ~~Officers;~~the ~~Election~~Company issued an aggregate of ~~Directors;~~9,451,027 ~~Appointment~~shares of its ~~Principal~~post ~~Officers~~reverse split common stock. After completion of the Rights Offering, the Company has 21,441,510 shares outstanding, and Mr. Harber owns 42.5% of the Company’s outstanding common stock.

~~The~~Prior ~~information~~to ~~regarding~~the ~~Mr. Tate’s~~closing ~~appointment~~of asthe Rights Offering, the Company filed an ~~executive~~amendment ~~officer~~to ofits ~~the~~certificate ~~Company~~of incorporation ~~and~~with the ~~information~~ ~~about~~Secretary ~~his~~of ~~simultaneous~~State ~~resignation~~of asDelaware. aIn ~~director~~that ofamendment, the Company iseffected ~~incorporated herein~~the byfollowing ~~reference~~changes to ~~Item 1.01~~its Certificate of ~~this~~Incorporation, ~~Form~~all ~~8-K.~~of ~~For~~which ~~the~~were ~~information~~previously ~~regarding~~approved ~~Mr. Tate~~by ~~that is required~~the ~~under~~holders ~~Items~~of ~~401(b),~~more ~~(d) and~~than ~~(e) and Item 404(~~a) majority of ~~Regulation S-K, see~~ the Company’s ~~proxy statement~~outstanding ~~filed~~shares onat ~~August 31,~~a ~~2005,~~meeting ~~which~~held ~~information~~on isOctober 7, ~~incorporated herein by reference.~~2005:

Item 7.01 Regulation FD Disclosure

	•		an amendment declassifying the Company’s Board of Directors so that all of the Company’s directors are elected annually;

	•		an amendment reducing the Company’s authorized shares of common stock from 500 million shares to 100 million shares; and

On September 30, 2005, the Company issued a press release setting forth revised earnings guidance for the quarter ended September 30, 2005 and for the fiscal year ended December 31, 2005. A copy of the press release is attached hereto as Exhibit 99.2.

The information set forth in this Item 7.01 of this report and in the press release that is Exhibit 99.2 to this report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

~~Item 9.01~~• ~~Financial~~an ~~Statements~~amendment ~~and~~effecting ~~Exhibits~~the one-new-share-for-40-old-shares reverse split of the Company’s outstanding common stock, with the Company’s authorized shares remaining at 100 million shares.

(c)		Exhibits
10.1		Employment Agreement, dated as of October 1, 2005, between the Company and James H. Tate
10.2		Amendment No. 3 to CIT Group Financing Agreement, dated as of September 28, 2005
10.3		First Amendment to Monroe Capital Amended and Restated Financing Agreement, dated September 28, 2005
99.1		Press release issued by TIMCO Aviation Services, Inc. on October 3, 2005 announcing that James H. Tate has joined the Company’s senior management
99.2		Press release issued by TIMCO Aviation Services, Inc. on September 30, 2005 announcing that the Company had corrected its earnings guidance for the third quarter of 2005 and for the 2005 fiscal year

The form of the Certificate of Amendment to the Company’s Certificate of Incorporation, as filed with the Delaware Secretary of State, is attached hereto as Exhibit 2.1 and is hereby incorporated herein by reference.

On November 22, 2005, the Company issued a press release announcing the closing of the Rights Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Subsequent to the closing of the Rights Offering, the Company intends to file a post-effective amendment to the Registration Statement relating to the future resale of the 3,959,837 shares sold to Mr. Harber and the 2,233,442 shares sold to Owl Creek Asset Management LP in the Rights Offering.

The following table sets forth (1) the Company’s actual capitalization as of September 30, 2005, (2) the Company’s pro forma capitalization as of September 30, 2005 as if on that date the August 2005 tender offer, which closed on October 12, 2005, had been completed, and (3) the Company’s pro forma capitalization as of September 30, 2005 as if on that date (x) the August 2005 tender offer had been completed as set forth in (2) above, (y) the LJH Note had been used to purchase shares in the Rights Offering, and (z) the Company had completed the cash portion of the Rights Offering as described above.

[Table on Next Page]


(all amounts in thousands)	September 30, 2005
	(1)						(2)						(3)
	Actual			Adjustments			Pro Forma			Adjustments			Pro Forma
	Unaudited			Unaudited			Unaudited			Unaudited			Unaudited
Revolving loan	$	7,520		$	—		$	7,520		$	—		$	7,520
Notes payable to financial institutions		23,018			—			23,018			—			23,018
Capital lease obligation		4,240			—			4,240			—			4,240
Related party term loan		18,321			—			18,321			(18,321	)(C)		—
Old senior subordinated notes due 2008		16,247			—			16,247			—			16,247
New senior subordinated convertible PIK notes due 2006		61,437			(60,216	)(A)		1,221	(D)		—			1,221
Junior subordinated convertible PIK notes due 2007		947			(312	)(A)		635	(D)		—			635

Total debt	$	131,730		$	(60,528	)	$	71,202		$	(18,321	)	$	52,881

Stockholders’ equity (deficit):
Preferred stock, $0.01 par value, 1,000 shares authorized, none outstanding, 15 shares designated series A junior participating	$	—		$	—		$	—		$	—		$	—
Common Stock, $0.001 par value, 100,000 shares authorized, 6,414 shares issued and outstanding on September 30, 2005, 11,990 shares issued and outstanding pro forma, and 21,441 shares issued and outstanding pro forma		6			6	(B)		12			9	(C)		21

Additional paid in capital		239,350			60,583	(B)		299,933			44,670	(C)		344,603
Accumulated other comprehensive loss, net of tax		(341	)		—			(341	)		—			(341	)
Accumulated deficit		(280,789	)		(155	)(B)		(280,944	)		(736	)(C)		(281,680	)

Total stockholders’ (deficit) equity	$	(41,774	)	$	60,434		$	18,660		$	43,943		$	62,603


Total capitalization	$	89,956		$	(94	)	$	89,862		$	25,622		$	115,484

	(A)		Represents the results of the August 2005 tender offer, which closed on October 12, 2005.

	(B)		Reflects: (i) the issuance of 4,063 shares to the holders of the New Senior Notes and Junior Notes upon the tendering of such Notes; and (ii) the issuance of 1,514 shares to the Company’s principal stockholder upon the partial exercise of the LJH Warrant. After the closure of the August 2005 tender offer and the partial exercise of the LJH Warrant, the Company has 11,990 shares of common stock outstanding.

	(C)		Reflects: (i) the issuance of 5,491 shares for cash participation in the Rights Offering; and (ii) the issuance of 3,960 shares for the use of the LJH Note to purchase shares in the Rights Offering in the manner described above (including a charge that will be recognized during the fourth quarter for the write-off of unamortized deferred financing costs). After the closure of the August 2005 tender offer described above and upon the completion of the Rights Offering, the Company will have 21,441 shares of common stock outstanding.

	(D)		Upon the maturity of the remaining New Senior Notes and Junior Notes, the Company will issue an aggregate of 157 shares of its common stock, consisting of 71 shares to the holders of its New Senior Notes, 39 shares to the holders of its Junior Notes and 47 shares to LJH upon the final exercise of the LJH Warrant.

Item 9.01 Financial Statements and Exhibits.

(c)

Exhibits

2.1		Certificate of Amendment to Certificate of Incorporation as filed with the Secretary of State of Delaware on November 21, 2005

99.1		Press Release issued November 22, 2005

SIGNATURES

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

	TIMCO Aviation Services, Inc.
	By: /s/ Roy T. Rimmer, Jr.
	By:	/s/ James H. Tate
	Roy T. Rimmer, Jr. Chairman and Chief Executive Officer
	James H. Tate, Executive Vice President, Chief Administrative Officer and Chief Financial Officer
Dated: October 4, 2005
Dated: November 22, 2005

Index to Exhibits

Exhibit Number		Description of Exhibit
10.1		Employment Agreement, dated as of October 1, 2005, between the Company and James H. Tate
2.1		Certificate of Amendment to Certificate of Incorporation as filed with the Secretary of State of Delaware on November 21, 2005
10.2		Amendment No. 3 to CIT Group Financing Agreement, dated as of September 28, 2005
99.1		Press Release issued November 22, 2005
10.3		First Amendment to Monroe Capital Amended and Restated Financing Agreement, dated September 28, 2005
99.1		Press release issued by TIMCO Aviation Services, Inc. on October 3, 2005 announcing that James H. Tate has joined the Company’s senior management
99.2		Press release issued by TIMCO Aviation Services, Inc. on September 30, 2005 announcing that the Company had corrected its earnings guidance for the third quarter of 2005 and for the 2005 fiscal year

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