As filed with the Securities and Exchange Commission on June 23, 1998
Registration No. 333-02835
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PACIFIC CENTURY FINANCIAL CORPORATION
(Exact name of Issuer as specified in its charter)
DELAWARE 99-0148992
(State of Incorporation) (IRS Employer Identification No.)
130 MERCHANT STREET
HONOLULU, HAWAII 96813
(Address of principal executive offices)
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PACIFIC CENTURY FINANCIAL CORPORATION
DIRECTORS STOCK COMPENSATION PROGRAM
(FORMERLY THE BANCORP HAWAII, INC.
DIRECTOR STOCK COMPENSATION PROGRAM)
(Full title of plan)
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JOSEPH T. KIEFER, ESQ.
PACIFIC CENTURY FINANCIAL CORPORATION
P. O. BOX 2900
HONOLULU, HAWAII 96846
(808) 537-8879
(Name, address, and telephone
number of agent for service)
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Copy to:
WILLIAM E. ATWATER, ESQ.
CARLSMITH BALL WICHMAN CASE & ICHIKI
1001 BISHOP STREET, SUITE 2200
HONOLULU, HI 96813
(808) 523-2502
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ADOPTION OF REGISTRATION STATEMENT
Pacific Century Financial Corporation, a Delaware corporation, as
the successor issuer to Pacific Century Financial Corporation, a Hawaii
corporation, adopts this registration statement for all purposes of the
Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act
of 1934 pursuant to Securities Act Rule 414. All references in such
registration statement to the issuer's common stock shall be deemed to refer
to the registrant's common stock, par value $0.01 per share. In connection
with such succession, Item 6 of Part II of this registration statement is
amended as set forth below.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
authorizes a Delaware corporation to indemnify its directors, officers,
employees and agents against certain liabilities and expenses they may incur
in such capacities, and provides that such persons have a right to
indemnification against expenses where they have been successful on the
merits or otherwise in defense of certain types of actions or any claim,
issue or matter therein. The indemnification provided by Section 145 is not
exclusive of any other indemnification rights that may exist under any bylaw,
agreement, vote of shareholders or disinterested directors, or otherwise.
Article VI of the registrant's bylaws require that the registrant indemnify
and hold harmless, to the fullest extent permitted by applicable law
(including circumstances in which indemnification is otherwise discretionary)
any person who was or is made or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding by reason of the fact
that such person is or was a director or officer of the registrant or is or
was serving at its request as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust, enterprise or
nonprofit entity (including service with respect to employee benefit plans)
against all liability and loss suffered and expenses (including attorneys'
fees) reasonably incurred by such person. In addition, the registrant
maintains insurance under which its directors, officers and employees and
agents are insured against certain liabilities. Also, the registrant's
Certificate of Incorporation includes provisions which eliminate the personal
liability of registrant's directors for monetary damages resulting from
breaches of their fiduciary duty of care, provided that such provision does
not eliminate liability for breaches of the duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, violations of Sections 174 of the DGCL (concerning
the wilful or negligent violation of statutory provisions precluding payment
of certain dividends and certain stock purchases or redemptions) or for any
other transactions from which the director derived an improper personal
benefit.
2.
ITEM 8. EXHIBITS.
The following exhibit is filed herewith:
No. Description
--- -----------
24 Power of Attorney
3.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Pacific
Century Financial Corporation certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement or amendment thereto to be signed on
its behalf by the undersigned, thereunto duly authorized, in Honolulu,
Hawaii, on the 22nd day of June, 1998.
----
PACIFIC CENTURY FINANCIAL
CORPORATION
By /s/ Lawrence M. Johnson
-----------------------
Lawrence M. Johnson
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Lawrence M. Johnson Chairman of the Board, June 22, 1998
- -------------------------- Chief Executive --
Lawrence M. Johnson Officer and Director
* President and Director June 22, 1998
- -------------------------- --
Richard J. Dahl
* Director June 22, 1998
- -------------------------- --
Peter D. Baldwin
* Director June 22, 1998
- -------------------------- --
Mary G.F. Bitterman
4.
* Director June 22, 1998
- -------------------------- --
David A. Heenan
* Director June 22, 1998
- -------------------------- --
Stuart T.K. Ho
* Director June 22, 1998
- -------------------------- --
Herbert M. Richards, Jr.
* Director June 22, 1998
- -------------------------- --
H. Howard Stephenson
* Director June 22, 1998
- -------------------------- --
Stanley S. Takahashi
* Director June 22, 1998
- -------------------------- --
Donald M. Takaki
* Director June 22, 1998
- -------------------------- --
Fred E. Trotter, III
* Executive Vice President, June 22, 1998
- -------------------------- Treasurer and Chief --
David A. Houle Financial Officer
* Senior Vice President and June 22, 1998
- -------------------------- Controller (Principal --
Denis K. Isono Accounting Officer)
*By /s/ Lawrence M. Johnson
-----------------------
Lawrence M. Johnson
Attorney-in-Fact
5.
EXHIBIT INDEX
No. Description
- --- -----------
24 Power of Attorney
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that PACIFIC CENTURY FINANCIAL
CORPORATION, a Delaware corporation (the "Corporation") and the undersigned,
in the capacities indicated below, hereby constitute and appoint LAWRENCE M.
JOHNSON, RICHARD J. DAHL, DAVID A. HOULE, DENIS K. ISONO, and JOSEPH T.
KIEFER, of Honolulu, Hawaii, and each of them (with full power to each of
them to act alone), their true and lawful attorneys and agents to do any and
all acts and things and to execute any and all instruments that said
attorneys and agents, or any of them, may deem necessary or advisable or may
require to enable the Corporation to comply with the Securities Act of 1933,
as amended (the "Securities Act"), the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), any rules, regulations, or requirements of the
Securities and Exchange Commission in respect thereof, and similar statutes
of any other jurisdiction, in connection with the adoption by the
Corporation, as the successor issuer to Pacific Century Financial
Corporation, a Hawaii corporation ("PCFC-Hawaii"), of registration statements
of PCFC-Hawaii filed pursuant to the Securities Act, the Exchange Act or
similar statutes of any other jurisdiction, including specifically, but
without limiting the generality of the foregoing, power and authority to sign
the names of the Corporation and the undersigned in the capacities indicated
below to any registration statement and any and all amendments and
supplements to any registration statement and to any instruments or documents
filed as a part of or in connection with any such amendments or supplements
to any registration statement, and the undersigned hereby ratify and confirm
all that said attorneys and agents, or any of them, shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the Corporation and the undersigned have
hereunto set their hands as of the 24th day of April, 1998. This Power of
Attorney may be executed in any number of counterparts by one or more of the
undersigned.
PACIFIC CENTURY FINANCIAL
CORPORATION
By /s/ Lawrence M. Johnson
-----------------------
LAWRENCE M. JOHNSON
Chairman of the Board, Chief
Executive Officer and Director
By /s/ Richard J. Dahl
-----------------------
RICHARD J. DAHL
President and Director
2.
/s/ David A. Houle
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DAVID A. HOULE
Executive Vice President, Treasurer and
Chief Financial Officer
/s/ Denis K. Isono
-----------------------
DENIS K. ISONO
Senior Vice President and Controller
(Principal Accounting Officer)
/s/ Peter D. Baldwin
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PETER D. BALDWIN, Director
/s/ Mary G.F. Bitterman
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MARY G. F. BITTERMAN, Director
/s/ David A. Heenan
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DAVID A. HEENAN, Director
/s/ Stuart T.K. Ho
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STUART T. K. HO, Director
/s/ Herbert M. Richards
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HERBERT M. RICHARDS, JR., Director
/s/ H. Howard Stephenson
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H. HOWARD STEPHENSON, Director
3.
/s/ Stanley S. Takahashi
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STANLEY S. TAKAHASHI, Director
/s/ Donald M. Takaki
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DONALD M. TAKAKI, Director
/s/ Fred E. Trotter, III
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FRED E. TROTTER, III, Director
4.