As filed with the Securities and Exchange Commission on December 14, 2005
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COPA HOLDINGS, S.A.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
| | | | | |
| Republic of Panama | | 4512 | | Not Applicable |
(State or other jurisdiction of
incorporation or organization) | | (Primary Standard Industrial
Classification Code Number) | | (I.R.S. Employer
Identification No.) |
Boulevard Costa del Este, Avenida Principal y Avenida de la Rotonda
Urbanización Costa del Este
Complejo Business Park, Torre Norte
Parque Lefevre
Panama City, Panama
(+507 303-3348)
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(1-302-738-6680)
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
| | | |
David L. Williams
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017 | | Francesca Lavin
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, please check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. þ 333-129967
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o
CALCULATION OF REGISTRATION FEE
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | Proposed Maximum | | | Proposed Maximum | | | Amount of |
| Title of Each Class of | | | Amount to be | | | Offering | | | Aggregate | | | Registration |
| Securities to be Registered | | | Registered(1) | | | Price per Share | | | Offering Price | | | Fee |
| | | | | | | | | | | | | |
| Class A common shares, without par value | | | 2,012,500 shares | | | $20 | | | $40,250,000 | | | $4,306.75 |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| |
| (1) | Includes Class A common shares that the underwriters may purchase solely to cover over-allotments, if any. 16,100,000 shares were previously registered pursuant to the Registrant’s registration statement on Form F-1 (Registration No. 333-129967). |
In accordance with Rule 462(b) of the Securities and Exchange Commission’s Rules and Regulations under the Securities Act of 1933, as amended, this Registration Statement incorporates by reference the Registrant’s Registration Statement of Form F-1 (Registration No. 333-129967) to which this Registration Statement relates and shall become effective upon filing with the Securities and Exchange Commission.
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 F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on December 14, 2005.
| | |
| | Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on December 14, 2005 in the capacities indicated:
| | | | | |
| Name | | Title |
| | | |
| |
*
Pedro Heilbron | | Director and Chief Executive Officer
(Principal Executive Officer) |
| |
/s/ Victor Vial
Victor Vial | | Chief Financial Officer
(Principal Financial Officer) |
| |
*
Adrian Thiel | | Director - Financial Reporting and Accounting
(Principal Accounting Officer) |
| |
*
Stanley Motta | | Chairman and Director |
| |
*
Osvaldo Heilbron | | Director |
| |
*
Jaime Arias | | Director |
| |
*
Ricardo Alberto Arias | | Director |
| |
*
Alberto C. Motta, Jr. | | Director |
| |
*
Mark Erwin | | Director |
| |
*
George Mason | | Director |
II-6
| | | | | |
| Name | | Title |
| | | |
| |
Roberto Artavia | | Director |
| |
José Castañeda | | Director |
| |
*
Donald Puglisi | | Authorized Representative in the United States |
| |
| * By: | | /s/ Victor Vial
Victor Vial,
as Attorney-in-Fact | | |
II-7
EXHIBIT INDEX
| | | | | |
| | 5 | .1 | | Opinion of Galindo, Arias & Lopez, Panamanian legal counsel of the Registrant, as to the legality of the Class A shares |
| |
| | 23 | .1 | | Consent of Ernst & Young, Panama |
