-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NHXpccsWp3BVgtyw1o4Ubum/hSUwIUoUFeexe64zZe/yxlfYyvCdhVDAtNoDOWIo EH2JmH7Wx01zcnBjxRJHGw== 0000909012-08-000538.txt : 20080423 0000909012-08-000538.hdr.sgml : 20080423 20080423145156 ACCESSION NUMBER: 0000909012-08-000538 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080423 DATE AS OF CHANGE: 20080423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U.S. Helicopter CORP CENTRAL INDEX KEY: 0001309140 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 270096927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-134063 FILM NUMBER: 08771520 BUSINESS ADDRESS: STREET 1: DOWNTOWN MANHATTAN HELIPORT STREET 2: PIER 6 EAST RIVER CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-248-2002 MAIL ADDRESS: STREET 1: DOWNTOWN MANHATTAN HELIPORT STREET 2: PIER 6 EAST RIVER CITY: NEW YORK STATE: NY ZIP: 10004 424B3 1 t304261.txt #333-134063 PROSPECTUS SUPPLEMENT NO. 8 FILED PURSUANT TO RULE 424(B)(3) (TO PROSPECTUS DATED MAY 15, 2007) REGISTRATION NO. 333-134063 U.S. HELICOPTER CORPORATION 32,953,188 SHARES OF COMMON STOCK This prospectus supplement supplements the prospectus dated May 15, 2007, relating to the offer and sale by the selling stockholders identified in the prospectus of up to 32,953,188 shares of common stock of U.S. Helicopter Corporation ("U.S. Helicopter" or the "Company"). This prospectus supplement includes our Report on Form 8-K/A dated March 31, 2008, which was filed with the Securities and Exchange Commission on April 23, 2008. The information contained in the Report on Form 8-K/A included in this prospectus supplement is dated as of the dates of such report. This prospectus supplement should be read in conjunction with the prospectus dated May 15, 2007, and the prospectus supplements dated May 16, 2007, August 31, 2007, January 2, 2008, January 9, 2008, February 15, 2008, February 29, 2008 and April 9, 2008, which are to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the prospectus except to the extent that the information in this prospectus supplement updates and supersedes the information contained in the prospectus dated May 15, 2007 and the prospectus supplements dated May 16, 2007, August 31, 2007, January 2, 2008, January 9, 2008, February 15, 2008, February 29, 2008 and April 9, 2008. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. THE DATE OF THIS PROSPECTUS SUPPLEMENT IS APRIL 23, 2008 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------ FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 31, 2008 U.S. HELICOPTER CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-32580 27-0096927 - -------------------------------- -------------- ------------------ (State or Other Jurisdiction of (Commission (IRS Employer Incorporation or Organization) File Number) Identification No.) 6 East River Piers, Suite 216, Downtown Manhattan Heliport, New York, NY 10004 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 248-2002 -------------- Not Applicable ------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of us under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) EXPLANATORY NOTE On April 4, 2008, U.S. Helicopter Corporation (the "Company"), filed a Current Report on Form 8-K that reported, among other matters, the Company's amendment of certain warrants held by YA Global Investments, L.P. ("YA"). In connection therewith, the Company erroneously reported that such amendment occurred on August 24, 2007, when in fact such event occurred on March 31, 2008. This Amendment No. 1 includes a new paragraph reporting on such event pursuant to Items 1.01 and 3.02, which supersedes and replaces the disclosure included in the Current Report on Form 8-K filed on April 4, 2008 as to such disclosure only. SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT AMENDMENT OF PRIOR DEBENTURES AND WARRANTS On March 31, 2008, we amended certain warrants previously issued to YA in connection with certain convertible debenture financings to purchase up to an aggregate of 9,452,774 shares of our common stock (the "Prior Warrants"). The Prior Warrants contained an exercise price of $0.50 per share. The Prior Warrants provided for an adjustment in the exercise price and the number of shares issuable under the Prior Warrants in the event that we completed a financing whereby the price per share of our common stock (or its equivalent on an as-converted basis) was less than the exercise price of the applicable Prior Warrant. In light of prior financings completed by us and in accordance with the terms of the Prior Warrants, we amended the Prior Warrants to provide for an exercise price of $0.30 per share. Issuance of the securities sold was exempt from registration pursuant to Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act. The securities were sold to accredited investors in private transactions without the use of any form of general solicitation or advertising. The underlying securities are "restricted securities" subject to applicable limitations on resale. SECTION 3 - SECURITIES AND TRADING MARKETS ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES See Item 1.01 above. 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 thereunto duly authorized. Date: April 23, 2008 U.S. HELICOPTER CORPORATION (Registrant) By: /S/ GEORGE J. MEHM, JR. -------------------------------- George J. Mehm, Jr. Sr. Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----