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S-8 Register Shares-2014 Stock & Incentive Plan




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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 of Incorporation)
 
(I.R.S. Employer Identification No.)
 
 
 
130 Merchant Street
 
 
Honolulu, Hawaii
 
96813
(Address of Principal
 
(Zip Code)
Executive Offices)
 
 
 
BANK OF HAWAII CORPORATION
2014 STOCK AND INCENTIVE 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) 694-8366
(Telephone number, including area code)

Copy to:

Brian DeFoe, Esq.
Lane Powell PC
1420 Fifth Avenue, Suite 4200
Seattle, WA 98101-2338

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 x
 
Accelerated filer o
Non-accelerated filer o
 
Smaller reporting company o
(Do not check if a smaller reporting company)
 
 




Calculation of Registration Fee 
Title of securities
to be registered
 
Amount
to be
registered (1)(2)
 
Proposed maximum
offering price
per share (3)
 
Proposed
maximum
aggregate
offering price (3)
 
Amount of registration fee (4)
Common Stock $0.01 par value (“Common Stock”)
 
1,203,447
 
$
55.88

 
$
67,248,618.36

 
$
8,661.62


(1)    Represents the number of shares of Common Stock and options and other rights to acquire Common Stock that may be issued under the Bank of Hawaii Corporation 2014 Stock and Incentive Plan (the “New Plan”) as the successor plan to the Bank of Hawaii Corporation 2004 Stock and Incentive Compensation Plan (the “Prior Plan”). 
 
(2)    Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also be deemed to cover the additional securities that may be offered or issued to prevent dilution resulting from any stock split, stock dividend or similar transaction.
 
(3)    Estimated pursuant to Rule 457(c) and (h) of the Securities Act solely for the purposes of calculating the amount of the registration fee. The fee with respect to the shares registered herein was based on the average of the high and low price per share of the Common Stock on July 23, 2014, as reported by the New York Stock Exchange.

(4)    Pursuant to Rule 457(p) under the Securities Act, a portion of the registration fee is offset by registration fees of $5,356.87 previously paid with respect to the 1,203,447 unissued shares of Common Stock (the “Carried-Over Shares”) that were registered pursuant to a Registration Statement on Form S-8 (No. 333-176463) (the “Prior Registration Statement”) filed by the Registrant on August 24, 2011. A post-effective amendment to the Prior Registration Statement to deregister the Carried-Over Shares from issuance under the Prior Plan is being filed contemporaneously with the filing of this Registration Statement.

2


PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or given to plan participants as specified by Rule 428(b)(1) under the Securities Act of 1933.

PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. Incorporation of Documents by Reference.

We incorporate by reference the following documents previously filed with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934 (the “Exchange Act”):

(a)
The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the SEC on February 25, 2014.
 
(b)
The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 filed with the SEC on April 21, 2014 and for the quarter ended June 30, 2014 filed with the SEC on July 28, 2014.

(c)
All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) (other than information contained in Current Reports on Form 8-K that is deemed furnished and not filed), since the end of the fiscal year covered by the Annual Report on Form 10-K referred to above; and

(d)
The description of the Registrant’s Common Stock contained in the Form 8-A filed under the Registrant’s former name, Bancorp Hawaii, Inc., on March 20, 1991, including any amendment or any report or other filing with the SEC filed subsequent thereto and updating that description.
 
We also incorporate by reference all documents that we file with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, before we file a post-effective amendment indicating that all securities offered by this registration statement have been sold or deregistering all securities remaining unsold, provided, however, that we do not by the foregoing clause incorporate by reference any portion of any future Annual or Quarterly report to stockholders or document or Current Report furnished under Items 2.02, 7.01 or 9.01 that is not deemed filed under such provisions.
 
Any statement contained or incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that it is modified or superseded by any other statement in this registration statement or in any subsequently filed document that is incorporated by reference. Any statement modified in this manner shall not be deemed to be a part of this registration statement, and any statement superseded in this manner shall not be deemed to constitute a part of this registration statement.
 
Item 4. Description of Securities.
 
The Common Stock being registered hereunder has been registered pursuant to Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.
 
Not applicable.

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.

3



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 or 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 willful 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.
 
Item 7. Exemption from Registration.
 
Not applicable.
 
Item 8. Exhibits.
 
The exhibits listed on the Exhibit Index of this Registration Statement on page 7 are filed herewith or are incorporated herein by reference to other filings.
 
Item 9. Undertakings.
 
(a)     The undersigned registrant hereby undertakes:
 
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4


 
(b)    The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(c)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

5


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 registration statement to be signed on its behalf by the undersigned, duly thereunto authorized, in the City and County of Honolulu, State of Hawaii, on July 25, 2014.
 
 
BANK OF HAWAII CORPORATION
 
 
 
 
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 Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated on July 25, 2014.

/s/ Peter S. Ho
 
/s/ Kent T. Lucien
Peter S. Ho,
Chairman of the Board,
Chief Executive Officer, and
President
 
Kent T. Lucien, Director and
Chief Financial Officer
 
 
 
/s/ Derek J. Norris
 
*
Derek J. Norris,
Principal Accounting Officer
 
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
 
Robert Huret, Director
 
 
 
*
 
*
Victor K. Nichols, Director
 
Martin A. Stein, Director
 
 
 
*
 
*
Donald M. Takaki, Director
 
Barbara J. Tanabe, Director
 
 
 
*
 
*
Raymond P. Vara, Jr., Director
 
Robert W. Wo, Director

*    The undersigned, by signing his name hereto, signs and executes this Registration Statement pursuant to the Power of Attorney executed by the above named Directors and Officers and filed with the Securities and Exchange Commission.

 
By:
/s/ Mark A. Rossi
 
 
Mark A. Rossi, Attorney-in-Fact

6


Exhibit Table.

Exhibit
Number
 
 
4.1
 
Bank of Hawaii Corporation 2014 Stock and Incentive Plan (incorporated by reference from Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A for the 2014 Annual Meeting of Shareholders, as filed on March 14, 2014).
4.2
 
Certificate of Incorporation of Bank of Hawaii Corporation, (f/k/a Pacific Century Financial Corporation and Bancorp Hawaii, Inc.), as amended (incorporated by reference from Exhibit 3.1 to Bank of Hawaii Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as filed on February 28, 2006.
4.3
 
Certificate of Amendment of Certificate of Incorporation of Bank of Hawaii Corporation (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed on April 30, 2008 (the “April 30, 2008 8-K”)).
4.4
 
Amended and Restated By-laws of Bank of Hawaii Corporation (incorporated by reference from Exhibit 3.2 to the April 30, 2008 8-K).
5.1
 
Opinion of Lane Powell PC.
23.1
 
Consent of Independent Registered Public Accounting Firm.
24.1
 
Power of Attorney.

7
Ex 5.1 Opinion of Lane Powell

Exhibit 5.1
 
July 28, 2014
Bank of Hawaii Corporation
130 Merchant Street
Honolulu, Hawaii 96813
 
Dear Sir or Madam:
 
We have acted as counsel for Bank of Hawaii Corporation (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission of the registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933, as amended (the "Act"), of 1,203,447 shares of Common Stock under the Bank of Hawaii Corporation 2014 Stock and Incentive Plan (the "New Plan").

In rendering this opinion letter, we have relied as to matters of material fact upon the representations of members of the Company's management; however, we have no reason to believe that any such representations are incorrect or incomplete. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such copies. We do not express any opinion herein concerning any law other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and the reported decisions interpreting the foregoing) and the federal law of the United States of America.

For purposes of this opinion letter, we have made such investigations of fact and law, and examined such documents and instruments, or copies thereof established to our satisfaction to be true and correct copies thereof, as we have deemed necessary under the circumstances.

Subject to the foregoing and in reliance thereon, we are of the opinion that, upon the issuance and sale of the Shares in accordance with the terms of the New Plan, and subject to the Company complying with the terms of the New Plan, including, without limitation, receipt of legal consideration in exchange for the Shares issued and, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefore in the name or on behalf of the purchasers or when certificates representing the Shares have been manually signed by an authorized officer of the transfer agent and registrar therefore, the Shares will be validly issued, fully paid and nonassessable securities of the Company.
 
The opinions contained in this letter are given as of the date hereof and has been prepared for use in connection with the Registration Statement. We render no opinion as to any matter brought to our attention subsequent to the date hereof. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the prospectus constituting a part thereof, and any amendments or supplements thereto. In giving this consent, we do not thereby admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended.
 
 
Very truly yours,
 
 
 
/s/ Lane Powell PC
 
LANE POWELL PC


www.lanepowell.com
 
A PROFESSIONAL CORPORATION
 
LAW OFFICES
 
 
 
 
 
T. 206.223.7000
 
1420 FIFTH AVENUE, SUITE 4200
 
ANCHORAGE, AK. PORTLAND, OR
F. 206.223.7107
 
P.O. BOX 91302
 
SEATTLE, WA. LONDON, ENGLAND
 
 
SEATTLE, WASHINGTON 98111-9402
 
 
 

Ex 23.1 Consent of Indep Reg Pub Acctg Firm

Exhibit 23.1

 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Bank of Hawaii Corporation 2014 Stock and Incentive Plan of our reports dated February 25, 2014, with respect to the consolidated financial statements of Bank of Hawaii Corporation and subsidiaries and the effectiveness of internal control over financial reporting of Bank of Hawaii Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2013, filed with the Securities and Exchange Commission.



/s/ Ernst & Young LLP

Honolulu, Hawaii
July 28, 2014

Ex 24. 1 Power of Attorney

Exhibit 24.1
 
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers of Bank of Hawaii Corporation, a Delaware corporation (the “Company”) does hereby constitute and appoint MARK A. ROSSI and PATRICIA J. MOY, or either of them, his or her true and lawful attorneys and agents to do any and all acts and things and to execute any and all instruments which said attorneys and agents, or either of them, may deem necessary or advisable or which may be required to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, in connection with the filing with the Securities and Exchange Commission of (i) a Registration Statement on Form S-8 (the “Registration Statement”) relating to the issuance of up to One Million Two Hundred Three Thousand Four Hundred Forty-seven (1,203,447) shares of Common Stock pursuant to the Bank of Hawaii Corporation 2014 Stock and Incentive Plan, including specifically but without limiting the generality of the foregoing, the power and authority to sign in the name of and on behalf of the undersigned, in his or her capacity as a director and/or officer of the Company, any such Registration Statement and any and all amendments, including any post-effective amendments, and supplements to the Registration Statement, whether on Form S-8 or otherwise; (ii) any post-effective amendment to the Company’s Registration Statement on Form S-8 (File No. 333-176463) for the purpose of deregistering shares previously available for issuance under the Bank of Hawaii Corporation 2004 Stock and Incentive Compensation Plan; and (iii), and any other instruments or documents filed as a part of or in connection therewith, and each of the undersigned does hereby ratify and confirm all that said attorneys and agents, or either of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has subscribed to these presents this 25th day of July 2014.

/s/ Peter S. Ho
 
/s/ S. Haunani Apoliona
Peter S. Ho,
Chairman of the Board,
Chief Executive Officer, and
President
 
S. Haunani Apoliona, Director
 
 
 
/s/ Mary G. F. Bitterman
 
/s/ Mark A. Burak
Mary G. F. Bitterman, Director
 
Mark A. Burak, Director
 
 
 
/s/ Michael J. Chun
 
/s/ Clinton R. Churchill
Michael J. Chun, Director
 
Clinton R. Churchill, Director
 
 
 
/s/ David A. Heenan
 
/s/ Robert Huret
David A. Heenan, Director
 
Robert Huret, Director
 
 
 
/s/ Kent T. Lucien
 
/s/ Victor K. Nichols
Kent T. Lucien, Director and
Chief Financial Officer
 
Victor K. Nichols, Director
 
 
 
/s/ Martin A. Stein
 
/s/ Donald M. Takaki
Martin A. Stein, Director
 
Donald M. Takaki, Director
 
 
 
/s/ Barbara J. Tanabe
 
/s/ Raymond P. Vara, Jr.
Barbara J. Tanabe, Director
 
Raymond P. Vara, Jr., Director
 
 
 
/s/ Robert W. Wo
 
 
Robert W. Wo, Director