(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 York10017
Francesca Lavin
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza New York, New York10006
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.
COPA HOLDINGS, S.A.
By:
*
Name: Pedro Heilbron
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)
