Registration No. 333-14929 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BANK OF HAWAII CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
99-0148992
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
130 Merchant Street
Honolulu, Hawaii
 
96813
(Address of Principal Executive Offices)
 
(Zip Code)
 
BANK OF HAWAII CORPORATION
DIRECTORS’ DEFERRED COMPENSATION PLAN
(Full Title of the Plan)
 
Mark A. Rossi
Vice Chairman and Chief Administrative Officer
Bank of Hawaii Corporation
130 Merchant Street
Honolulu, Hawaii 96813
 (Name and Address of Agent for Service)

(808) 537-8366
(Telephone Number, Including Area Code, of Agent for Service)

Copies to:
Steven Kaplan, Esq.
Arnold & Porter LLP
555 Twelfth Street, NW
Washington, DC 20004
(202) 942-5998

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ
Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller reporting company ¨

 
 

 

DEREGISTRATION OF SECURITIES

Pursuant to a Registration Statement on Form S-8 (File No. 333-14929) under the Securities Act of 1933, as amended, Bank of Hawaii Corporation (the “Corporation”) registered for sale to eligible directors pursuant to the Directors’ Deferred Compensation Plan (the “Plan”) shares of the Corporation’s Common Stock and Deferred Compensation Obligations.  All of the securities registered for sale under the Plan that remain unsold are hereby deregistered pursuant to the Corporation’s undertakings in the Registration Statement identified above.

 
 

 
 
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 S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and County of Honolulu, State of Hawaii, on February 17, 2010.
 
 
BANK OF HAWAII CORPORATION
     
Date: February 17, 2010
By:
/s/ Mark A. Rossi
   
Mark A. Rossi, Vice Chairman and Chief
   
Administrative Officer
   
(Duly Authorized Representative)
 
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities indicated on February 17, 2010.

Signature
 
Title
     
   
Chairman, Chief Executive Officer and Director
*
 
(Principal Executive Officer)
Allan  R. Landon
   
   
Vice Chairman, Chief Financial Officer and Director
*
 
(Principal Financial Officer)
Kent  T. Lucien
   
     
   
Executive Vice President, Controller and Principal
*
 
Accounting Officer
Derek J. Norris
 
(Principal Accounting Officer)
     
*
 
Director
S. Haunani  Apoliona
   
     
*
 
Director
Mary G. F.  Bitterman
   
     
*
 
Director
Mark A. Burak
   
     
*
 
Director
Michael J. Chun
   
     
*
 
Director
Clinton R. Churchill
  
 
 
 
 

 
 
*
 
Director
David A. Heenan
   
     
*
 
Director
Peter  S.  Ho
   
     
*
 
Director
Robert Huret
   
     
*
 
Director
Martin A. Stein
   
     
*
 
Director
Donald M. Takaki
   
     
*
 
Director
Barbara J. Tanabe
   
     
*
 
Director
Robert W. Wo, Jr.
  
 
 
* By:
/s/ Mark A. Rossi
 
 
Mark A. Rossi
 
 
 
 

 
 
INDEX TO EXHIBITS

24.1
Powers of Attorney (filed herewith)

 
 

 

 Exhibit 24.1
POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers (each, a “Signatory”) of Bank of Hawaii Corporation, a corporation organized under Delaware law (the “Corporation”), hereby constitutes and appoints Mark A. Rossi, Cynthia G. Wyrick and Patricia J. Moy (each, an “Agent”, and collectively, “Agents”) or any of them, his or her true and lawful attorney-in-fact and agent for and in his or her name, place and stead, in any and all capacities, to sign any amendment to a previously filed registration statement, under the Securities Act of 1933, as amended, relating to shares of the Corporation’s Common Stock and/or plan interests that may be issued or sold pursuant to the Corporation’s Director’s Deferred Compensation Plan, and all amendments or supplements (including any post-effective amendments) thereto, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, with all exhibits and any and all documents required to be filed with respect thereto, relating to any such registration statement or amendment, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission.  Each Signatory further grants to the Agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary, in the judgment of such Agent, to be done in connection with any such signing and filing, as full to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that said Agents, or any of them, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which constitute but one and the same instrument.

Signature
 
Title
 
Date
         
   
Chairman, Chief Executive Officer and
   
/s/ Allan  R. Landon
 
Director
 
January 22, 2010
Allan  R. Landon
 
(Principal Executive Officer)
   
         
   
Vice Chairman, Chief Financial Officer and
   
/s/ Kent  T. Lucien
 
Director
 
January 22, 2010
Kent  T. Lucien
 
(Principal Financial Officer)
   
         
   
Executive Vice President, Controller and
   
/s/ Derek J. Norris
 
Principal Accounting Officer
 
January 22, 2010
Derek J. Norris
 
(Principal Accounting Officer)
   
         
/s/ S. Haunani  Apoliona
 
Director
 
January 22, 2010
S. Haunani  Apoliona
       
         
/s/ Mary G. F.  Bitterman
 
Director
 
January 22, 2010
Mary G. F.  Bitterman
       
         
/s/ Mark A. Burak
 
Director
 
January 22, 2010
Mark A. Burak
       
         
/s/ Michael J. Chun
 
Director
 
January 22, 2010
Michael J. Chun
       
         
/s/ Clinton R. Churchill
 
Director
 
January 22, 2010
Clinton R. Churchill
       

 
 

 
 
/s/ David A. Heenan
 
Director
 
January 22, 2010
David A. Heenan
       
         
/s/ Peter  S.  Ho
 
Director
 
January 22, 2010
Peter  S.  Ho
       
         
/s/ Robert Huret
 
Director
 
January 22, 2010
Robert Huret
       
         
/s/ Martin A. Stein
 
Director
 
January 22, 2010
Martin A. Stein
       
         
/s/ Donald M. Takaki
 
Director
 
January 22, 2010
Donald M. Takaki
       
         
/s/ Barbara J. Tanabe
 
Director
 
January 22, 2010
Barbara J. Tanabe
       
         
/s/ Robert W. Wo, Jr.
 
Director
 
January 22, 2010
Robert W. Wo, Jr.