As filed with the Securities and Exchange Commission on April 26, 2024
Registration No. 333-197674
Registration No. 333-217546
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-197674
REGISTRATION STATEMENT NO. 333-217546
UNDER
THE SECURITIES ACT OF 1933
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BANK OF HAWAII CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE |
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99-0148992 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
130 Merchant Street
Honolulu, Hawaii 96813
(888) 643-3888
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)
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2024 Stock and Incentive Plan
(Full title of the plan)
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Patrick M. McGuirk, Esq.
Vice Chair, Chief Administrative Officer, Chief General Counsel, and Corporate Secretary
Bank of Hawaii Corporation
130 Merchant Street
Honolulu, Hawaii 96813
(808) 694-7124
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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With a copy to:
Russell Lum, Esq.
Senior Vice President, Director, Legal, & Corporate Governance
Bank of Hawaii Corporation
130 Merchant Street
Honolulu, Hawaii 96813
(808) 694-8879
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Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These post-effective amendments (these “Post-Effective Amendments”) to the Registration Statements on Form S-8 filed by Bank of Hawaii Corporation (the “Company”) on July 28, 2014 (File No. 333-197674) and on April 28, 2017 (File No. 333-217546) (collectively, the “Prior Registration Statements”) are being filed for the purpose of deregistering all shares of the Company’s Common Stock registered but unsold or otherwise unissued under each such Registration Statements that were originally registered for issuance under the Company’s 2014 Stock and Incentive Plan (the “Prior Plan”).
On April 26, 2024, the stockholders of the Company approved the 2024 Stock and Incentive Plan (the “New Plan”) which replaced the Prior Plan. No future awards will be made under the Prior Plan. Accordingly, the Company hereby deregisters 1,078,698 shares of the Company’s Common Stock (the “Carried-Over Shares”), which represents the shares that remained unissued and available under the Prior Plan and the Registration Statements immediately prior to April 26, 2024, the effective date of the New Plan. Contemporaneously with the filing of these Post-Effective Amendments, the Company is filing a registration statement on Form S-8 to register the Carried-Over Shares for issuance pursuant to the New Plan.
The Company has terminated all offerings of securities under the Registration Statements and is no longer issuing securities pursuant to the Prior Plan. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration by means of a post-effective amendment any securities registered under the Registration Statements that remain unsold at the termination of the offering, the Company hereby removes from registration by means of these Post-Effective Amendments any securities registered under the Registration Statements that remain unsold as of the date hereof.
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, thereunto duly authorized, in the City and County of Honolulu, State of Hawaii, on April 26, 2024.
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BANK OF HAWAII CORPORATION |
Date: April 26, 2024 |
/s/ Patrick M. McGuirk |
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Patrick M. McGuirk Vice Chair and Chief Administrative Officer |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign these Post Effective Amendments No. 1 to the Registration Statements on Form S-8.