content: <PAGE>   1
        As filed with the Securities and Exchange Commission on June 30, 1999
                                                    Registration No. 333-
                                                                          -------
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                  KITTY HAWK, INC.
               ------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
           DELAWARE                                       75-2564006
  -------------------------------            -----------------------------------
  (State or other jurisdiction of            (I.R.S. Employer Identification No.)
   incorporation or organization)
  
                                1515 West 20th Street
                                   P.O. Box 612787
                Dallas/Fort Worth International Airport, Texas 75261
            ------------------------------------------------------------
            (Address of Principal Executive Offices, including Zip Code)
  
  
         KITTY HAWK, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
         ------------------------------------------------------------------
                              (Full title of the Plan)
  
  
                                 M. TOM CHRISTOPHER
                               Chief Executive Officer
                                1515 West 20th Street
                                   P.O. Box 612787
                Dallas/Fort Worth International Airport, Texas 75261
                                   (972) 456-2200
                                   --------------
         (Name and address of agent for service, including telephone number)
  
  
                                   With a copy to:
                                   GREG R. SAMUEL
                                 GARRETT A. DEVRIES
                                Haynes and Boone, LLP
                                   901 Main Street
                               3100 NationsBank Plaza
                              Dallas, Texas 75202-3789
                                   (214) 651-5000
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  -------------------------------------------------------------------------------------------------------------------
  Title of Securities              Amount        Maximum Offering         Proposed Maximum             Amount
  To Be Registered            To Be Registered    Price Per Share     Aggregate Offering Price   of Registration Fee
  -------------------------------------------------------------------------------------------------------------------
  <S>                        <C>                 <C>                <C>                         <C>
  Common Stock
  $.01 par value . . . .         400,000 shares     $6.66(1)               $2,664,000(1)             $740.59(1)
  -------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)  The offering price per share, the aggregate offering price and the
       registration fee have been calculated in accordance with paragraphs (c) and
       (h)(1) of Rule 457 promulgated under the Securities Act of 1933 based on
       the average of the high and low sale prices for the Company's Common Stock
       reported on the NASDAQ National Market on June 25, 1999 ($6.66 per share).
  
  <PAGE>   2
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           Kitty Hawk, Inc. (the "Company") hereby incorporates by reference the
  Company's (i) Registration Statement on Form S-8 (No. 333-28553), as filed with
  the Securities and Exchange Commission on June 5, 1997 (the "1997 Form S-8"),
  including without limitation the description of Common Stock and the description
  of director and officer indemnification included therein and (ii) Post-Effective
  Amendment No. 1 (the "Amendment") to the 1997 Form S-8, as filed with the
  Securities and Exchange Commission on February 6, 1998.
  
           By means of the 1997 Form S-8, as amended by the Amendment, the Company
  registered 100,000 shares of Common Stock to be issued pursuant to the Kitty
  Hawk, Inc. Amended and Restated Employee Stock Purchase Plan (the "Employee
  Stock Purchase Plan"). This Registration Statement registers an additional
  400,000 shares of Common Stock issuable pursuant to the Employee Stock Purchase
  Plan, as authorized by the Company's stockholders at the Company's Annual
  Meeting of Stockholders held on May 28, 1999.
  
  
  
  
  
  
  
  
  
  
  <PAGE>   3
  
  
  
                                     SIGNATURES
  
           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 Dallas, State of Texas, on the 30th day of June,
  1999.
  
                                              KITTY HAWK, INC.
  
  
                                              By:   /s/ RICHARD R. WADSWORTH
                                                  -------------------------------
                                                     Richard R. Wadsworth
                                              Senior Vice President -- Finance,
                                            Chief Financial Officer and Secretary
  
  
  
           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 30th day of June, 1999:
  
  
  <TABLE>
  <CAPTION>
  
              Name                                       Capacities
              ----                                       ----------
  <S>                                          <C>
     /s/ M. TOM CHRISTOPHER                    Chairman of the Board of Directors
  ----------------------------------           and Chief Executive Officer
         M. Tom Christopher
  
     /s/ TILMON J. REEVES                      Chief Operating Officer, President
  ----------------------------------           and Director
         Tilmon J. Reeves
  
     /s/ CONRAD A. KALITTA                     Director
  ----------------------------------
         Conrad A. Kalitta
  
    /s/ RICHARD R. WADSWORTH                   Senior Vice President -- Finance,
  ----------------------------------           Chief Financial Officer, Secretary,
        Richard R. Wadsworth                   Principal Financial and Accounting
                                               Officer and Director
  
  
    /s/ PHILIP J. SAUDER                       Director
  ----------------------------------
        Philip J. Sauder
  
    /s/ TED J. COONFIELD                       Vice President and Director
  ----------------------------------
        Ted J. Coonfield
  
    /s/ LEWIS S. WHITE                         Director
  ----------------------------------
        Lewis S. White
  </TABLE>
  
  
  
  
  <PAGE>   4
  
  
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  
  Exhibit No.                   Exhibit
  -----------                   -------
  
  <S>      <C>
    4.1     Specimen Common Stock Certificate, filed as an exhibit to the
            Registrant's Registration Statement on Form S-1 (Reg. No. 333-8307)
            dated as of October 1996, which exhibit is incorporated herein by
            reference.
  
    4.2     The Kitty Hawk, Inc. Amended and Restated Employee Stock Purchase Plan
            ("Employee Stock Purchase Plan"), filed as an exhibit to the
            Registrant's Registration Statement on Form S-1 (Reg. No. 333-8307)
            dated as of October 1996, which exhibit is incorporated herein by
            reference.
  
    4.3*    Amendment No. 1 to the Employee Stock Purchase Plan.
  
    5.1*    Opinion of Haynes and Boone, LLP, Special Counsel of the Company, as
            to the validity of Common Stock to be offered.
  
    23.1*   Consent of Haynes and Boone, LLP, contained in the opinion filed as
            Exhibit 5.1.
  
    23.2*   Consent of Ernst & Young LLP.
  </TABLE>
  
  
  -----------------
  *    Filed herewith.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 8374}]
metadata_filer: {"company-data": {"conformed-name": "KITTY HAWK INC", "cik": "0000932110", "assigned-sic": "4522", "irs-number": "752564006", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81929", "film-number": "99656544"}, "business-address": {"street1": "P O BOX 612787", "street2": "1515 W 20TH ST", "city": "DALLAS/FORT WORTH IN", "state": "TX", "zip": "75261", "phone": "2144562220"}, "mail-address": {"street1": "P O BOX 612787", "city": "DALLAS/FORT WORTH IN", "state": "TX", "zip": "75261"}}
text: 1
        As filed with the Securities and Exchange Commission on June 30, 1999
                                                    Registration No. 333-
                                                                          -------
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                  KITTY HAWK, INC.
               ------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
           DELAWARE                                       75-2564006
  -------------------------------            -----------------------------------
  (State or other jurisdiction of            (I.R.S. Employer Identification No.)
   incorporation or organization)
  
                                1515 West 20th Street
                                   P.O. Box 612787
                Dallas/Fort Worth International Airport, Texas 75261
            ------------------------------------------------------------
            (Address of Principal Executive Offices, including Zip Code)
  
         KITTY HAWK, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
         ------------------------------------------------------------------
                              (Full title of the Plan)
  
                                 M. TOM CHRISTOPHER
                               Chief Executive Officer
                                1515 West 20th Street
                                   P.O. Box 612787
                Dallas/Fort Worth International Airport, Texas 75261
                                   (972) 456-2200
                                   --------------
         (Name and address of agent for service, including telephone number)
  
                                   With a copy to:
                                   GREG R. SAMUEL
                                 GARRETT A. DEVRIES
                                Haynes and Boone, LLP
                                   901 Main Street
                               3100 NationsBank Plaza
                              Dallas, Texas 75202-3789
                                   (214) 651-5000
  
                           CALCULATION OF REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------------------
  Title of Securities              Amount        Maximum Offering         Proposed Maximum             Amount
  To Be Registered            To Be Registered    Price Per Share     Aggregate Offering Price   of Registration Fee
  -------------------------------------------------------------------------------------------------------------------
  Common Stock
  $.01 par value . . . .         400,000 shares     $6.66(1)               $2,664,000(1)             $740.59(1)
  -------------------------------------------------------------------------------------------------------------------
  (1)  The offering price per share, the aggregate offering price and the
       registration fee have been calculated in accordance with paragraphs (c) and
       (h)(1) of Rule 457 promulgated under the Securities Act of 1933 based on
       the average of the high and low sale prices for the Company's Common Stock
       reported on the NASDAQ National Market on June 25, 1999 ($6.66 per share).
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           Kitty Hawk, Inc. (the "Company") hereby incorporates by reference the
  Company's (i) Registration Statement on Form S-8 (No. 333-28553), as filed with
  the Securities and Exchange Commission on June 5, 1997 (the "1997 Form S-8"),
  including without limitation the description of Common Stock and the description
  of director and officer indemnification included therein and (ii) Post-Effective
  Amendment No. 1 (the "Amendment") to the 1997 Form S-8, as filed with the
  Securities and Exchange Commission on February 6, 1998.
  
           By means of the 1997 Form S-8, as amended by the Amendment, the Company
  registered 100,000 shares of Common Stock to be issued pursuant to the Kitty
  Hawk, Inc. Amended and Restated Employee Stock Purchase Plan (the "Employee
  Stock Purchase Plan"). This Registration Statement registers an additional
  400,000 shares of Common Stock issuable pursuant to the Employee Stock Purchase
  Plan, as authorized by the Company's stockholders at the Company's Annual
  Meeting of Stockholders held on May 28, 1999.
  3
  
                                     SIGNATURES
  
           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 Dallas, State of Texas, on the 30th day of June,
  1999.
  
                                              KITTY HAWK, INC.
  
                                              By:   /s/ RICHARD R. WADSWORTH
                                                  -------------------------------
                                                     Richard R. Wadsworth
                                              Senior Vice President -- Finance,
                                            Chief Financial Officer and Secretary
  
           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 30th day of June, 1999:
  Name                                       Capacities
              ----                                       ----------
  /s/ M. TOM CHRISTOPHER                    Chairman of the Board of Directors
  ----------------------------------           and Chief Executive Officer
         M. Tom Christopher
  
     /s/ TILMON J. REEVES                      Chief Operating Officer, President
  ----------------------------------           and Director
         Tilmon J. Reeves
  
     /s/ CONRAD A. KALITTA                     Director
  ----------------------------------
         Conrad A. Kalitta
  
    /s/ RICHARD R. WADSWORTH                   Senior Vice President -- Finance,
  ----------------------------------           Chief Financial Officer, Secretary,
        Richard R. Wadsworth                   Principal Financial and Accounting
                                               Officer and Director
  
    /s/ PHILIP J. SAUDER                       Director
  ----------------------------------
        Philip J. Sauder
  
    /s/ TED J. COONFIELD                       Vice President and Director
  ----------------------------------
        Ted J. Coonfield
  
    /s/ LEWIS S. WHITE                         Director
  ----------------------------------
        Lewis S. White
  4
  
                                    EXHIBIT INDEX
  Exhibit No.                   Exhibit
  -----------                   -------
  4.1     Specimen Common Stock Certificate, filed as an exhibit to the
            Registrant's Registration Statement on Form S-1 (Reg. No. 333-8307)
            dated as of October 1996, which exhibit is incorporated herein by
            reference.
  
    4.2     The Kitty Hawk, Inc. Amended and Restated Employee Stock Purchase Plan
            ("Employee Stock Purchase Plan"), filed as an exhibit to the
            Registrant's Registration Statement on Form S-1 (Reg. No. 333-8307)
            dated as of October 1996, which exhibit is incorporated herein by
            reference.
  
    4.3*    Amendment No. 1 to the Employee Stock Purchase Plan.
  
    5.1*    Opinion of Haynes and Boone, LLP, Special Counsel of the Company, as
            to the validity of Common Stock to be offered.
  
    23.1*   Consent of Haynes and Boone, LLP, contained in the opinion filed as
            Exhibit 5.1.
  
    23.2*   Consent of Ernst & Young LLP.
  -----------------
  *    Filed herewith.