UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

MESA AIR GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-15495		85-0302351
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

410 North 44th Street, Suite 100
Phoenix, Arizona, 85008

(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (602) 685-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01		Other Events

     On May 14, 2008, Mesa Air Group, Inc. (the “Company”) issued a press release announcing that its shareholders have approved the issuance of shares of common stock as may be necessary to repurchase all of its outstanding Senior Convertible Notes due 2023. In the event the noteholders require the Company to purchase all or a portion of the Notes on June 16, 2008, the Company may now elect to satisfy its repurchase obligations by issuing shares of common stock up to its authorized number of shares under its charter.

     The full text of the Company’s press release is attached hereto as Exhibit 99.1.

Item 9.01		Financial Statements and Exhibits

(d)

Exhibits.

Exhibit No.				Description
	99.1			Press release regarding shareholder approval of issuance of shares, dated May 14, 2008

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.

Exhibit 99.1

NEWS RELEASE

     FOR IMMEDIATE RELEASE

FOR:		Mesa Air Group, Inc.		CONTACT:		Brian Gillman
		410 N. 44th St.				602-685-4051
		Phoenix, AZ 85008

Mesa Air Group, Inc. Shareholders Approve Issuance of Additional Shares

PHOENIX, Ariz. (May 14, 2008) — Mesa Air Group, Inc. (“Mesa”) (Nasdaq: MESA) announced today that its shareholders have approved the issuance of shares of common stock as may be necessary to repurchase all of its outstanding Senior Convertible Notes due 2023. In the event the noteholders require the company to purchase all or a portion of the Notes on June 16, 2008, the Company may now elect to satisfy its repurchase obligations by issuing shares of common stock up to its authorized number of shares.

About Mesa

Mesa currently operates 181 aircraft with over 1,000 daily system departures to 150 cities, 38 states, the District of Columbia, Canada, the Bahamas and Mexico. Mesa operates as Delta Connection, US Airways Express and United Express under contractual agreements with Delta Air Lines, US Airways and United Airlines, respectively, and independently as Mesa Airlines and go!. In June 2006 Mesa launched inter-island Hawaiian service as go! This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company, founded by Larry and Janie Risley in New Mexico in 1982, has approximately 5,000 employees and was awarded Regional Airline of the Year by Air Transport World magazine in 1992 and 2005. Mesa is a member of the Regional Airline Association and Regional Aviation Partners. More information about Mesa is available at http://www.mesa-air.com.

This press release contains various forward-looking statements that are based on management’s beliefs, as well as assumptions made by and information currently available to management. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, projected or expected.