SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
Report
on Form 6-K dated for
the month of May,
2008
Copa
Holdings, S.A.
(Translation
of Registrant's Name Into English)
Boulevard
Costa del Este, Avenida Principal y Avenida de la Rotonda
Urbanización
Costa del Este
Parque
Lefevre
Panama
City, Panama
(Address
of principal executive offices)
(Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.)
Form
20-F x Form
40-F o
(Indicate
by check whether the registrant by furnishing the information contained in
this
Form is also thereby furnishing the information to the Commission pursuant
to
Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes o No
x
(If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b);82- )
Copa
Holdings Files Registration Statement for
Secondary
Public Offering of Class A Common Stock
PANAMA
CITY, May 13, 2008 — Copa Holdings, S.A. (NYSE: CPA) announced today that it has
filed a registration statement with the U.S. Securities and Exchange Commission
for a proposed offering of 3,977,300 Class A non-voting shares of Copa Holdings
by selling shareholder Continental Airlines, Inc. (NYSE: CAL). The underwriters
have an over-allotment option to purchase up to an additional 397,700 shares
from Continental Airlines. After completion of the proposed offering,
Continental Airlines will continue to hold approximately 1.3% of the outstanding
Class A shares if the underwriters do not exercise the over-allotment option
and
will no longer own any Class A shares if the underwriters exercise the
over-allotment option in full. Copa Holdings will not receive any proceeds
from
the offering.
Morgan
Stanley & Co. Incorporated is acting as sole bookrunning manager and UBS
Investment Bank is acting as joint lead manager of this offering.
The
issuer has filed a registration statement (including a prospectus) with the
Securities and Exchange Commission, or SEC, for the offering to which this
communication relates. Before you invest, you should read the prospectus in
the
registration statement and other documents the issuer has filed with the SEC
for
more complete information about the issuer and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating in this
offering will arrange to send you the prospectus if you request it by contacting
Morgan Stanley & Co. Incorporated, 180 Varick Street, 2nd Floor, New York,
NY 10014, Attention: Prospectus Department, e-mail: prospectus@morganstanley.com,
telephone: toll free at 1-866-718-1649.
This
press release shall not constitute an offer to sell or the solicitation of
an
offer to buy, nor shall there be any sale of, these securities in any state
or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state
or
jurisdiction.
Copa
Holdings, through its Copa Airlines and AeroRepublica operating subsidiaries,
is
a leading Latin American provider of passenger and cargo service. Copa Airlines
currently offers approximately 125 daily scheduled flights among 40 destinations
in 21 countries in North, Central and South America and the Caribbean from
its
Panama City hub. Copa provides passengers with access to flights to more than
120 other destinations through codeshare arrangements with Continental Airlines,
Inc. pursuant to which each airline places its name and flight designation
code
on the other’s flights. Through its Panama City hub, Copa is able to consolidate
passenger traffic from multiple points to serve each destination
effectively.
SIGNATURES
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, hereunto
duly authorized.
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Copa
Holdings, S.A.
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(Registrant)
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Date:
05/13/2008
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By:
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/s/ Victor
Vial
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Name:
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Victor
Vial
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Title:
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CFO
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